General Terms and Conditions of Use and License for brixxCRM by Brixxbox GmbH

Version 1 from 08.02.2021

Brixxbox GmbH
Rheinstraße 7
41836 Hückelhoven
Germany

 

1 General, Contractual Partner, Scope of Application

1.1 The following General Terms and Conditions shall apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). The contractual partner within the scope of the following General Terms and Conditions is Brixxbox GmbH, Rheinstraße 7, 41836 Hückelhoven (hereinafter: “Brixxbox”) and the Customer. Brixxbox offers the provision and use of the CRM service brixxCRM provided as a web application (hereinafter: “Services”).

1.2 These General Terms and Conditions shall apply exclusively to contracts in connection with the Services; terms and conditions of the Customer that conflict with or deviate from these General Terms and Conditions shall only be recognized by Brixxbox insofar as Brixxbox has expressly agreed to them in writing. They also have no effect if Brixxbox has not objected to them in individual cases. The contractual language is German.

1.3 These General Terms and Conditions apply in the version valid at the time of the conclusion of the contract or in any case in the version last communicated to the customer in text form as a framework agreement also for similar future contracts, without having to refer to the General Terms and Conditions again in each individual case.

1.4 Brixxbox reserves the right to change these General Terms and Conditions at any time. The customer will be informed of these changes in text form. If the customer does not object in writing to Brixxbox within 6 weeks after receipt of the change notification, the changed General Terms and Conditions will be considered accepted. If after the conclusion of the contract unforeseeable and uninfluenceable changes occur (e.g. changes in the law) or if gaps become apparent, which significantly disturb the relationship between performance and consideration, Brixxbox has the right to adjust the General Terms and Conditions even without the customer’s consent. The customer must also be informed of this in text form.

1.5 The assignment of claims against us to third parties is excluded. § 354 a HGB remains unaffected.

 

2 Offer / Scope of Service / Conclusion of Contract

2.1 The services offered by Brixxbox on its website or in advertisements, catalogs or brochures are subject to change. They represent a non-binding invitation to the customer to select corresponding rates at Brixxbox.

2.2 Upon registration of the Customer at www.brixxcrm.com and selection of the respective tariff, the Customer submits a non-binding offer for the conclusion of a contract.

2.3 After receipt of this request, Brixxbox will immediately inform the customer about the receipt of the order by e-mail together with the sending of a confirmation link. This order confirmation on the part of Brixxbox is not an acceptance of the order, but merely a confirmation that the order has been received.

2.4 The contract between Brixxbox and the customer is only concluded when the customer calls up the confirmation link sent by e-mail and Brixxbox sends the access data to the customer. Brixxbox reserves the right to refuse the conclusion of the contract without giving reasons.

2.5 After conclusion of the contract, the customer will immediately receive the possibility to access his customer account (account), within which he can manage his settings and use the selected services of Brixxbox.

2.6 If the customer does not access the confirmation link within one week after receipt, Brixxbox is entitled to delete the account created by the customer.

2.7 The service owed by Brixxbox results from the underlying user agreement. Statements and explanations by Brixxbox in advertising materials and on websites are to be understood as a description of the quality and not as a guarantee or assurance of a property.

2.8 Mündliche Nebenabreden bestehen nicht. Nebenabreden sowie nachträgliche Änderungen bedürfen der ausdrücklichen schriftlichen Anerkennung seitens Brixxbox. Dies gilt auch für Zusicherungen sowie nachträgliche Vertragsänderungen.

 

3 Registration

3.1 By registering, the customer assures that all personal and company data provided by him during the registration process and within the account created during the registration process are complete and correct. The use of pseudonyms is not permitted.

3.2 The customer is obliged to keep the address and contact data provided during registration up to date at all times and to make any adjustments to the account without delay. The Customer shall also be obliged to enter a permanent contact person authorized to represent the Company with an e-mail address and postal address (if different from the Customer’s general address) in the account created during registration. Furthermore, the customer must name in his account all persons, including contact data, who are authorized to use the services of Brixxbox (hereinafter: “additional authorized users”). The additional authorized users will receive individual access data, which will be determined by the customer in advance.

3.3 The customer as well as the additional authorized users are responsible for the proper administration of the access data. Brixxbox is not liable for the misuse or loss of the access data. If the customer becomes aware of a misuse, he must immediately notify Brixxbox in writing.

3.4 In accordance with the contract and the following provisions, the customer receives, under the condition of payment of the owed and due remuneration, the simple, non-exclusive, non-transferable right, limited to the duration of the contract, to use the subscribed services for himself and for the contractually defined authorized users for the customer’s own purposes.

3.5 The Customer may use the services of Brixxbox free of charge for 30 days within the framework of a test phase. The free-of-charge test phase may only be used once. After expiration of the test phase, or earlier if desired, the Customer may opt for a contract with costs.

3.6 Customers who do not conclude a paid subscription contract during or after the test phase are not entitled to the surrender of the data entered in Brixxbox – with the exception of the export functions available in the portal; Brixxbox will delete this data after a period of 6 months after the end of the test phase without further notice; Art. 20 para. 1 DSGVO remains unaffected.

3.7 The trial period ends automatically at the end of the 30th day from its commencement and without any notice of termination being required.  The trial period ends prematurely at the Customer’s request by the Customer entering into a paid subscription agreement. If the trial period ends without the customer having concluded a paid subscription agreement with Brixxbox, the customer’s access will be blocked until such an agreement is concluded.

 

4 Prices / Due date of payment

4.1 The Customer shall not owe any remuneration for the use of the subscribed services before the end of the test phase according to Clause 3.5.

4.2 The first 30 days after the conclusion of the contract shall be considered a test phase during which the Customer may use the Brixxbox services associated with the selected rate free of charge. The free trial period may only be used once.

4.3 The remuneration to be paid by the Customer for the use of the selected tariff is specified in the respective usage agreement.

4.4 All prices are exclusive of the value added tax applicable at the relevant time.

4.5 Discounts shall not be granted.

4.6 The remuneration shall be paid in advance for the respective agreed subscription period and the subsequent extension periods. The duration of the reference period and subsequent extension periods is specified in the usage agreement.

4.7 Invoices from Brixxbox are due for payment immediately upon receipt by the customer without deduction. The Customer may pay by credit card or upon request after coordination.

4.8 If the customer is in default with payments, Brixxbox is entitled to refuse the fulfillment of due services towards the customer and to block the account. In these cases, Brixxbox will announce the blocking to the customer in advance and set a deadline for the elimination of the default. Furthermore, Brixxbox is entitled to charge default interest in the amount of 9 percentage points above the base interest rate.

4.9 The withholding of payments due to or the set-off with counterclaims by the customer are only permitted if these counterclaims are undisputed or legally established.

4.10 Brixxbox is entitled to increase the remuneration for subscriptions with a written notice of three months to the end of the month, as far as after the conclusion of the contract either the necessary costs incurred for the provision of the services, in particular the costs of maintenance and further development of the technical infrastructure or the costs for customer service and general administration – also taking into account any cost savings that may have occurred – have increased in total. These costs shall be proven to the customer upon request.

 

5 Start of contract and termination

5.1 Upon conclusion of the contract, the free 30-day test phase shall commence. The contract ends automatically upon expiration of the test phase, at the latest upon expiration of the subsequent 12 months, unless the customer has agreed to a chargeable use of the selected tariff within this period. Brixxbox will inform the customer of this before the end of the trial period. For this period, the account and the respective access data will remain in existence, unless the customer has already deleted the account beforehand. The customer can also decide to use the services of Brixxbox for a fee already during the test phase by terminating the test phase prematurely in his customer account.

5.2 If a paid use is chosen, the contract duration depends on the selected tariff. The contract will be extended by the duration corresponding to this tariff if it is not terminated in writing to Brixxbox in compliance with a notice period of 14 days to the end of the contract term. It is sufficient that the termination is made in the account settings.

5.3 The end of the test phase as well as the beginning of the contract period according to clause 5.2 are stored in the customer account, recognizable for the customer.

5.4 The right to terminate the contract without notice for good cause shall remain unaffected. Such cause shall be deemed to exist in particular if:

the customer is in default of payment for more than two months;

the customer repeatedly violates the provisions of these General Terms and Conditions;

an application for the opening of insolvency proceedings has been filed against the customer and such proceedings have been opened or rejected for lack of assets.

 

6 responsibility and duties of the customer

6.1 The Customer is solely responsible for the use of the Services, the proper processing of his data and the results obtained.

6.2 The Customer is obligated to use the current version of the Services as indicated in the Account and provided by Brixxbox. Software updates are carried out automatically. Apps, plug-ins and add-ons are excluded from this. The Customer is solely responsible for adjusting and updating the individual settings.

6.3 The Customer shall independently and at his own responsibility and expense create all prerequisites necessary for the use of the services of Brixxbox. This concerns in particular the system requirements, infrastructure as well as the telecommunication connection between the customer and Brixxbox.

6.4 The Customer undertakes to use the services of Brixxbox exclusively for the contractually agreed purposes. Access to the services of Brixxbox shall be exclusively through the agreed channels. The Customer may not circumvent, remove, switch off or otherwise render inoperable any security measures set up by Brixxbox.

6.5 The customer must comply with appropriate technical and organizational security standards and ensure that no viruses from his systems enter the systems of Brixxbox. Furthermore, it is incumbent upon the customer to control the proper use of the contractual services by his employees and, in particular, the employees who are also deposited in his profile as additional authorized users. For his part, he is obliged to oblige his authorized users to comply with the provisions of these GTC. The customer is liable for the use of his access to the services of Brixxbox under the passwords chosen by him or via his infrastructure, unless he proves to Brixxbox that the use is not attributable to him.

6.6 The Customer shall ensure that the contractual use of the information, data and materials provided by him by Brixxbox does not violate any rights of third parties. Prior to providing Brixxbox with corresponding information, data and materials, the customer is obliged to check whether Brixxbox may use this information, data and materials within the scope of the agreed services in accordance with the contract and, if necessary, to provide the required rights of use and to obtain the consent of third parties. The customer indemnifies Brixxbox from all claims of third parties resulting from a violation of the aforementioned obligations. The indemnification also includes the costs of a necessary legal defense.

6.7 The customer is obligated to refrain from the following acts of use:

Sending mass SMS, SMS bombing; junk mail, spamming and comparable actions;

Attempts to translate, decompile or disassemble the software codes of the contractual partner;

Any form of reverse engineering;

Distribution or reproduction of protected works (e.g. performing arts, music, literature, software, etc.), making them accessible by means of links or other use – against payment or free of charge – if and to the extent that no legal permission or consent/authorization of the copyright holder(s) is available for this;

Use of programs, program functions or comparable technical devices to enable the use of the account by circumventing the user interface, e.g. by means of scripts, robots, posting automatisms, etc.;

to carry out applications that lead to a change in the physical or logical structures of the networks used;

invitations to participate in so-called snowball systems, multilevel marketing or comparable competitions;

measures to manually or automatically hide advertising placed or presented on billomat.net.

6.8 The customer further agrees to observe the following provisions when using the services of Brixxbox, in particular when posting content:

All content posted by a customer must correspond to the facts and be as factual, objective and accurate as possible. They may not violate any patent rights, copyrights, trademark rights, personal rights or otherwise protected legal positions of third parties.

The customer may not give the impression that he is acting on behalf of Brixxbox or that he has been commissioned by Brixxbox to act.

The posting, sending or otherwise making available of content is not permitted if it represents or contains the following:

Intentional misinformation, insults, defamation,

obscenity or lies;

Threats against other users, providers or third parties;

commercial self-promotion by entering e-mail addresses, URLs or telephone numbers;

Hearsay information and unverified statements from third parties;

Logos, titles, brand names or materials with a commercial purpose;

Overt or covert advertising;

Communication of irrelevant facts.

The following content is also prohibited:

that are copied or transcribed elsewhere;

that contain offensive statements and comments;

that are pornographic, obscene, offensive, vulgar or otherwise objectionable;

that pose a security risk as a carrier of viruses, Trojan horses or other harmful programs;

which are discriminatory, racist, contemptuous of human rights, radical, religious, xenophobic, Nazi, pornographic or otherwise sexually degrading in nature;

in addition, statements or actions of any kind that violate statutory provisions, in particular the Criminal Code (StGB), Narcotics and Drugs Act, Youth Protection Act (JSchG), Competition Law (UWG), Copyright and Trademark Law and other protective and personal rights of third parties.

6.9 If the customer violates the obligations incumbent upon him according to these GTC, Brixxbox is entitled to block access to the services or to delete the customer’s account and/or content that violates the contract or the law or to change it to a permissible level, to terminate the present contractual relationship and/or to refuse a renewed application (registration) by the customer. Claims of the customer due to such measures against Brixxbox are excluded.

 

7 record retention, data backup and deletion

7.1 The customer himself is responsible for the compliance with the tax and non-tax accounting and recording obligations incumbent on him by law and thus for the storage of his electronic documents created by means of Brixxbox, as far as these are subject to a storage obligation. Brixxbox will not archive them for the customer. The Customer shall independently perform regular data backups and storage of the electronic documents via the export and download functions provided by Brixxbox.

7.2 Brixxbox shall keep the Customer’s electronic documents available for the Customer’s data backup and storage during the term of the Agreement for a maximum of six months from the date of their creation. After expiration of this period, Brixxbox shall delete the electronic records without further notice. No claim to longer storage can be derived from non-deletion during the contract period. After the end of the contract, a total export of the data is possible for a maximum of six months against payment of a fee. Brixxbox will delete the electronic documents and data of the customer as soon as the customer has declared a waiver of the export or has confirmed their storage; regardless of the existence of a waiver or a confirmation, the deletion will take place after six months after the end of the contract.

7.3 In case of data loss, Brixxbox is only liable for the reasonable expenses incurred for the restoration of a data backup of the Customer, not for the loss of the Customer’s data; the provisions of Clause 9 (Note: previously Clause 8.) remain unaffected.

 

8 performance changes and availability

8.1 Brixxbox reserves the right to expand, change, or limit functions, as far as this serves technical progress, is necessary to prevent misuse, or Brixxbox is obligated to do so due to legal regulations. If the contractual use of the service by the customer is not only insignificantly impaired by the change of the functional scope, the customer has the right to change the tariff or to terminate the contract.

8.2 Brixxbox endeavors to provide the services to its customers with an availability of 99% per calendar year. Excluded from this are

Periods of unavailability that are due to disturbances of the Internet that cannot be influenced by Brixxbox or due to other circumstances for which Brixxbox is not responsible, in particular force majeure;

Times of unavailability due to planned maintenance work on the database system, which is carried out on a regular basis;

times of unavailability due to mandatory unscheduled maintenance work that is necessary to eliminate malfunctions; the customer will be informed of this, if possible, by a notice on the website;

periods of unavailability due to the fact that the necessary technical requirements for the use of the services to be created by the customer are not met.

 

9 Liability

9.1 The liability of Brixxbox is governed by the statutory provisions, unless deviations result from the following regulations.

9.2 Brixxbox is only liable for intent and gross negligence. This also applies to intentional or grossly negligent conduct of the seller’s representatives and/or vicarious agents. This limitation of liability does not apply to cases of breach of material contractual obligations and in cases of injury to life, body and health and mandatory liability under the Product Liability Act.

9.3 The liability for damages shall be limited to the foreseeable, typically occurring damage.

9.4 Unless otherwise stipulated above, liability shall be excluded. This applies in particular to damages that are based on causes that do not lie in the area of responsibility of Brixxbox, such as force majeure, strikes, official measures, failure of means of transmission or other disruptions.

9.5 The limitation period is 12 months, calculated from the time of the conclusion of the contract.

 

10 Confidentiality and data protection

10.1 Data processing is carried out in accordance with the applicable German Federal Data Protection Act (BDSG), the EU General Data Protection Regulation (EU-DSGVO) and the German Telemedia Act (TMG).

10.2 Brixxbox considers the proper processing of personal data as very important, the privacy policy can be viewed at https://www.brixxcrm.com/datenschutz/.

10.3 As far as the Customer posts or allows to be posted personal data of third parties in the online-based invoicing service of Brixxbox, he is responsible towards Brixxbox and ensures that this is permitted according to the applicable data protection regulations.

10.4 The Parties undertake to treat all confidential information of which they become aware during the performance of this Agreement as confidential and to use it exclusively for contractually agreed purposes and not to disclose or exploit it to third parties. The parties undertake to oblige their employees and co-workers as well as other parties involved accordingly.

10.5 Confidential information within the meaning of this provision shall be information, documents, details and data which are designated as such or which by their nature are to be regarded as confidential.

 

11 Miscellaneous; Place of Jurisdiction; Applicable Law

11.1 Should any of the above provisions be invalid, this shall not affect the validity of the contract concluded. The parties shall close any loophole caused by the ineffectiveness by a joint agreement which comes as close as possible in economic and legal terms to the ineffective provision.

11.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the registered office of Brixxbox is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer is an entrepreneur in the sense of § 14 BGB.

11.3 The place of performance is also the registered office of Brixxbox.

11.4 German law applies to the conclusion and execution of all contracts. The validity of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

 

The GTC for the product brixxCRM shall apply as of 08.02.2021.